PART II

OFFERING CIRCULAR

 Groundfloor Finance Inc.

Dated: June 5, 2018

This Post-Qualification Offering Circular Amendment No. 13 (this “PQA”) amends the offering circular of Groundfloor Finance Inc. (the “Company,” “we,” “us,” or “our”), dated December 29, 2017, as qualified on January 4, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add, update and/or replace information contained in the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.

We make Limited Recourse Obligations (the “LROs”) available for investment on our web-based investment platform www.groundfloor.com (the “Groundfloor Platform”). Our principal offices are located at 75 Fifth Street, NW, Suite 2170, Atlanta, GA 30308. The phone number for these offices is (404) 850-9225. Our mailing address is PO Box 79346, Atlanta, GA 30357. 

We will issue the LROs in distinct series, each corresponding to a real estate development project (each, a “Project”) financed by a commercial loan from us (each, a “Loan”). The borrower for each Project is a legal entity (the “Borrower”) that owns the underlying property and has been organized by one or more individuals (each, a “Principal”) that own and operate the Borrower.

The LROs are unsecured special, limited obligations of the Company. The LROs are not listed on any national securities exchange or on the over-the-counter inter-dealer quotation system. There is no market for the LROs. Our obligation to make payments on a LRO is limited to an amount equal to each holder’s pro rata share of amount of payments, if any, actually received on the corresponding Loan, net of certain fees and expenses retained by us. Summaries” of the Offering Circular, as amended hereby, for the specific terms of the LROs covered by this PQA.

We do not guarantee payment of the LROs in the amount or on the time frame expected. The LROs are not obligations of the Borrowers or their Principals, and we do not guarantee payment on the corresponding Loans. We have the authority to modify the terms of the corresponding Loans which could, in certain circumstances, reduce (or eliminate) the expected return on your investment. See the “General Terms of the LROs—Administration, Service, Collection, and Enforcement of Loan Documents” section on page 106 of the Offering Circular.

The LROs are speculative securities. Investment in the LROs involves significant risk, and you may be required to hold your investment for an indefinite period of time. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 12 of the Offering Circular.

Generally, no sale may be made to you in this offering to the extent that the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Incorporation by Reference of Offering Circular

The Offering Circular, including this PQA, is part of an offering statement (File No. 024-10753) that we filed with the Securities and Exchange Commission. We hereby incorporate by reference into this PQA all of the information contained in the following:

Note that any statement that we make in this PQA (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.

The Offering Circular is amended as follows:

Offering Circular Summary

The following information updates and replaces the information in the third paragraph on page 3 of the Offering Circular:

We will charge Borrowers origination (which currently range between 2% and 6% of the principal loan amount) and servicing (which currently range between 0.5% and 2% of the principal loan amount) fees, which typically will be included in the total amount of the Loan. Investors will be charged a platform fee of $0.01 per $10 face value of LROs purchased every 30 days the LRO is outstanding, and so long as the underlying loan is current and performing. See below and “Description of the Company’s Business—Fees and Related Expenses.”

Fees and Related Expenses

The following information updates and replaces the information in the last paragraph on page 9 of the Offering Circular:

 Fees and Related Expenses

The following information updates and replaces the information in the subsection titled “Investors” on the bottom of page 68 of the Offering Circular, beginning with the first sentence:

Investors will be assessed a platform fee of $0.01 per $10 face value of LROs purchased every 30 days the LRO is outstanding, and so long as the underlying loan is current and performing. The fee is collected from the cash balance in the investor’s Groundfloor Investor Account upon repayment of the LRO.

For example, if an investor holds an LRO totaling $2,000, the investor will be assessed a platform fee of $2.00 every 30 days the LRO is outstanding. The fee will be assessed only as long as the underlying loan for that particular series of LROs is current and performing. The fee will be suspended if the underlying loan is in default. The fee will be collected from the cash balance in investors’ Groundfloor Investor Accounts upon repayment of that particular series of LRO.

The fee will be assessed for each series of LROs an investor holds. For example, if an investor holds a $1,000 LRO and a $2,500 LRO and the $1,000 LRO repays after being outstanding for 95 days, the investor will be assessed a platform fee upon repayment of $3.00 because the LRO was outstanding for three 30 day periods. The investor will not be charged for the $2,500 LRO so long as it is outstanding, and the underlying loan is performing.

PART III — EXHIBITS

Exhibit Index

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 5, 2018.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.